Effective Stewardship Through Good Governance Effective Stewardship Through Good Governance Press Metal Aluminium Holdings Berhad 76 77 Integrated Annual Report 2023 AUDIT COMMITTEE REPORT The primary function of the Audit Committee (“AC”) is to assist the Board in fulfilling its fiduciary duties as well as provide oversight on the integrity of the Group’s financial reporting and its audit processes. The Board of the Company is pleased to present the following Audit Committee Report which illustrates the insights as to the manner in which the AC has discharged their duties and responsibilities during the FYE2023. This report is prepared in compliance with Paragraph 15.15 of the MMLR of Bursa Malaysia. COMPOSITION The AC comprises four (4) members, all of whom are Independent Non-Executive Directors. This meets the requirements of Paragraph 15.09(1)(a) and (b) of the MMLR of Bursa Malaysia. The current composition of the AC is as follows: Name Membership Designation Date of appointment Lim Hun Soon @ David Lim Chairman Independent Non-Executive Director 18 August 2020 Noor Alina Binti Mohamad Faiz Member Independent Non-Executive Director 18 October 2016 Susan Yuen Su Min Member Independent Non-Executive Director 16 July 2021 Chong Kin Leong Member Independent Non-Executive Director 1 October 2021 Serving as the Chairman of the AC, Mr. Lim Hun Soon @ David Lim is a member of the Malaysian Institute of Accountants (“MIA”) and the Malaysian Institute of Certified Public Accountants (“MICPA”). He is also a member of the Chartered Institute of Taxation, United Kingdom and a member of The Institute of Chartered Accountants in England and Wales. Mr. Chong Kin Leong, a member of the AC, is also a member of the MIA and MICPA. The AC meets the requirements of Paragraph 15.09(1) (c)(i) of the MMLR of Bursa Malaysia and the Step-Up Practice 9.4 of the MCCG 2021 by being comprised exclusively of Independent Directors. MEETINGS The AC conducted five (5) meetings during the FYE2023. Details of attendance of the AC members at the AC meetings during the FYE2023 are as follows: Name of AC Members No. of AC Meetings Attended Percentage of Attendance Lim Hun Soon @ David Lim (Chairman) 5/5 100% Noor Alina Binti Mohamad Faiz 5/5 100% Susan Yuen Su Min 5/5 100% Chong Kin Leong 5/5 100% The Group Chief Financial Officer, External Auditors, Internal Auditors (both from the in-house internal audit team and professional firm providing outsourced internal audit services) together with the relevant personnel from Management were invited to attend AC meetings to present their reports and provide updates and developments on issues arising from the audit reports. The AC Chairman thereafter reported the AC’s recommendations to the Board for their consideration. He also updated the Board on significant matters discussed during the AC meetings. During the scheduled meetings, the members of the AC also had two (2) private sessions with the Internal Auditors and two (2) private sessions with the External Auditors without the presence of the Management. Discussions and deliberation at the AC meetings were recorded in the minutes of the AC meetings. Minutes of the AC meetings were tabled to the Board after they are confirmed at each subsequent AC meeting. In all AC meetings, the Group Chief Financial Officer was present to report on the results of the Group as well as to answer questions posed by the AC in relation to financial matters and the results. Audit Committee Report TERM OF OFFICE AND PERFORMANCE In order to assess the term of office of the AC members and performance of the AC in accordance with Paragraph 15.20 of the MMLR of Bursa Malaysia, each of the AC member has performed the annual self and peer evaluation assessment and the results were tabled to the Nomination and Corporate Governance Committee (“NCGC”) for review and discussion at the NCGC meeting held on 8 February 2024, prior to presenting the summary reports to the Board for evaluation at the Board meeting held on 28 February 2024. The NCGC and the Board were satisfied with the overall performance of the AC as a whole and the performance of the AC members and confirmed that they have carried out their duties and responsibilities effectively in accordance with the Terms of Reference of the AC. TERMS OF REFERENCE The Terms of Reference (“TOR”) of the AC, covering its scope of duties and responsibilities, authority and other relevant matters, is made available on the Company’s website at www.pressmetal.com. The TOR of the AC was reviewed and revised and subsequently approved by the Board in August 2023. SUMMARY OF THE ACTIVITIES OF AC AC meetings together with the tentative agendas are scheduled in advance of any new financial year to allow the AC members to plan ahead and incorporate the year’s meetings into their respective schedules. The agenda and meeting papers are distributed to the AC members via a secured board portal platform, which eases the process of distribution of meeting papers and minimises leakage of sensitive information, as well as enabling the AC members to have access to the papers electronically, anytime and anywhere. This practice also ensures consistency with the Board’s and Company’s commitment to sustainable practices. All proceedings of the AC meetings are duly recorded in the minutes and are properly kept by the Company Secretary. The main activities carried out by the AC during FYE2023 were summarised as follow: (1) Financial Reporting (a) The AC reviewed and ensured that the unaudited quarterly financial results of the Group complied with the Malaysian Financial Reporting Standards (“MFRS”) and Appendix 9B of the MMLR of Bursa Malaysia. They reviewed and discussed the unaudited quarterly financial results of the Group with the Management and the External Auditors (where applicable) at the scheduled quarterly AC meetings and recommended the same to the Board for consideration and approval before releasing to Bursa Malaysia. (b) Reviewed the Audited Financial Statements of the Group and the Company for the financial year ended 31 December 2022 before recommending to the Board for consideration and approval. The review focused primarily on: • major judgmental areas, significant and unusual events; • significant adjustments resulting from audit; and • the going concern assumptions. (c) Reviewed and made the recommendation to the Board in respect of the proposed dividend after reviewing and considering the solvency test presented. (d) Reviewed the debtors ageing listing with explanation if overdue.
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